0001193125-16-620340.txt : 20160614 0001193125-16-620340.hdr.sgml : 20160614 20160613180734 ACCESSION NUMBER: 0001193125-16-620340 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20160613 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160614 DATE AS OF CHANGE: 20160613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: L Brands, Inc. CENTRAL INDEX KEY: 0000701985 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 311029810 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08344 FILM NUMBER: 161711681 BUSINESS ADDRESS: STREET 1: THREE LIMITED PKWY STREET 2: P O BOX 16000 CITY: COLUMBUS STATE: OH ZIP: 43216 BUSINESS PHONE: 6144157000 MAIL ADDRESS: STREET 1: THREE LIMITED PARKWAY STREET 2: P.O. BOX 16000 CITY: COLUMBUS STATE: OH ZIP: 43216 FORMER COMPANY: FORMER CONFORMED NAME: LIMITED BRANDS INC DATE OF NAME CHANGE: 20020613 FORMER COMPANY: FORMER CONFORMED NAME: LIMITED INC DATE OF NAME CHANGE: 19920703 8-K 1 d381847d8k.htm CURRENT REPORT Current Report

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 13, 2016

 

 

L Brands, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

1-8344   31-1029810
(Commission File Number)   (IRS Employer Identification No.)

Three Limited Parkway

Columbus, OH

   43230
(Address of Principal Executive Offices)   (Zip Code)

(614) 415-7000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 8.01 Other Events.

On June 13, 2016, L Brands, Inc. (the “Company”) announced and priced the public offering (the “Senior Notes Offering”) of $700 million aggregate principal amount of its 6.750% Notes due 2036 (the “Senior Notes”). The Senior Notes are being offered pursuant to the prospectus supplement dated June 13, 2016, to the prospectus dated January 29, 2016, which forms part of the Company’s shelf registration statement on Form S-3 (File No. 333-209236) filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2016. The Company intends to use the proceeds from the Senior Notes Offering, after the payment of fees and expenses, for the redemption of its outstanding 6.900% Notes due 2017 and for general corporate purposes. The foregoing does not constitute a notice of redemption or an obligation to issue a notice of redemption for the Company’s outstanding notes.

Copies of the press releases announcing (i) the Senior Notes Offering and (ii) the pricing of the Senior Notes Offering are filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively.

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

No.

   

Description

99.1    Press Release dated June 13, 2016 announcing the Senior Notes Offering.
99.2    Press Release dated June 13, 2016 announcing the pricing of the Senior Notes Offering.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    L Brands, Inc.
Date: June 13, 2016   By:  

/s/ Stuart B. Burgdoerfer

    Name:   Stuart B. Burgdoerfer
    Title:   Executive Vice President and Chief Financial Officer
 EX-99.1 2 d381847dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

LOGO

L Brands Announces Proposed $700 Million Offering of Senior Notes Due 2036

Columbus, Ohio (June 13, 2016) — L Brands, Inc. (NYSE: LB) announced today that it is offering to sell $700 million aggregate principal amount of unsecured senior notes due 2036 in a public offering underwritten by BofA Merrill Lynch, Citigroup and J.P. Morgan as joint book-running managers. The 2036 Notes will be guaranteed by certain of the Company’s subsidiaries.

The Company intends to use proceeds from the offering, after the payment of fees and expenses, for the redemption of its outstanding 6.900% notes due 2017 and for general corporate purposes. The foregoing does not constitute a notice of redemption or an obligation to issue a notice of redemption for the outstanding notes.

A registration statement relating to the offering of the 2036 Notes has been filed with the United States Securities and Exchange Commission and is effective. This press release shall not constitute an offer to sell nor an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The offering of the 2036 Notes may be made only by means of a prospectus supplement and the accompanying prospectus.

Copies of the prospectus supplement and the accompanying prospectus may be obtained from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@baml.com, Citigroup Global Markets Inc., 390 Greenwich Street, New York, NY 10013 or by calling 1-212-723-6020 or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling 1-800-221-1037.

ABOUT L BRANDS:

L Brands, through Victoria’s Secret, PINK, Bath & Body Works, La Senza and Henri Bendel, is an international company. The company operates 3,038 company-owned specialty stores in the United States, Canada, the United Kingdom and Greater China, and its brands are sold in more than 700 additional franchised locations worldwide. The company’s products are also available online at www.VictoriasSecret.com, www.BathandBodyWorks.com, www.HenriBendel.com and www.LaSenza.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

L Brands, Inc. cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this press release involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and any similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this press release:

 

  •   general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events;

 

  •   the seasonality of our business;

 

  •   the dependence on mall traffic and the availability of suitable store locations on appropriate terms;

 

  •   our ability to grow through new store openings and existing store remodels and expansions;

 

  •   our ability to successfully expand internationally and related risks;

 

  •   our relationships with independent franchise, license and wholesale partners;

 

  •   our direct channel businesses;

 

  •   our ability to protect our reputation and our brand images;

 

VICTORIA’S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com

  •   our ability to attract customers with marketing, advertising and promotional programs;

 

  •   our ability to protect our trade names, trademarks and patents;

 

  •   the highly competitive nature of the retail industry and the segments in which we operate;

 

  •   consumer acceptance of our products and our ability to keep up with fashion trends, develop new merchandise and launch new product lines successfully;

 

  •   our ability to source, distribute and sell goods and materials on a global basis, including risks related to:

 

  •   political instability, significant health hazards, environmental hazards or natural disasters;

 

  •   duties, taxes and other charges;

 

  •   legal and regulatory matters;

 

  •   volatility in currency exchange rates;

 

  •   local business practices and political issues;

 

  •   potential delays or disruptions in shipping and transportation and related pricing impacts;

 

  •   disruption due to labor disputes; and

 

  •   changing expectations regarding product safety due to new legislation;

 

  •   our geographic concentration of supplier and distribution facilities in central Ohio;

 

  •   fluctuations in foreign currency exchange rates;

 

  •   stock price volatility;

 

  •   our ability to pay dividends and related effects;

 

  •   our ability to maintain our credit rating;

 

  •   our ability to service or refinance our debt;

 

  •   our ability to retain key personnel;

 

  •   our ability to attract, develop and retain qualified employees and manage labor-related costs;

 

  •   the ability of our manufacturers to deliver products in a timely manner and meet quality standards and comply with applicable laws and regulations;

 

  •   fluctuations in product input costs;

 

  •   fluctuations in energy costs;

 

  •   increases in the costs of mailing, paper and printing;

 

  •   claims arising from our self-insurance;

 

  •   our ability to implement and maintain information technology systems and to protect associated data;

 

  •   our ability to maintain the security of customer, associate, supplier or company information;

 

  •   our ability to comply with regulatory requirements;

 

  •   legal and compliance matters; and

 

  •   tax matters.

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release or to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our 2015 Annual Report on Form 10-K.

For further information, please contact:

 

Investor Relations    Media Relations
Amie Preston    Tammy Roberts Myers
(614) 415-6704    (614) 415-7072
apreston@lb.com    communications@lb.com

 

VICTORIA’S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com

EX-99.2 3 d381847dex992.htm PRESS RELEASE Press Release

Exhibit 99.2

 

LOGO

L BRANDS PRICES SENIOR NOTES OFFERING

Columbus, Ohio (June 13, 2016) — L Brands, Inc. (NYSE: LB) announced today that its previously announced offering of $700 million aggregate principal amount of unsecured senior notes due 2036 priced at 100% of the aggregate principal amount with a coupon of 6.750%. The sale of the 2036 Notes was underwritten by BofA Merrill Lynch, Citigroup and J.P. Morgan as joint book-running managers. The 2036 Notes will be guaranteed by certain of the Company’s subsidiaries.

The Company intends to use proceeds from the offering, after the payment of fees and expenses, for the redemption of its outstanding 6.900% notes due 2017 and for general corporate purposes. The foregoing does not constitute a notice of redemption or an obligation to issue a notice of redemption for the outstanding notes.

A registration statement relating to the offering of the 2036 Notes has been filed with the United States Securities and Exchange Commission and is effective. This press release shall not constitute an offer to sell nor an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful. The offering of the 2036 Notes may be made only by means of a prospectus supplement and the accompanying prospectus.

Copies of the prospectus supplement and the accompanying prospectus may be obtained from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@baml.com, Citigroup Global Markets Inc., 390 Greenwich Street, New York, NY 10013 or by calling 1-212-723-6020 or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by calling 1-800-221-1037.

ABOUT L BRANDS:

L Brands, through Victoria’s Secret, PINK, Bath & Body Works, La Senza and Henri Bendel, is an international company. The company operates 3,038 company-owned specialty stores in the United States, Canada, the United Kingdom and Greater China, and its brands are sold in more than 700 additional franchised locations worldwide. The company’s products are also available online at www.VictoriasSecret.com, www.BathandBodyWorks.com, www.HenriBendel.com and www.LaSenza.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

L Brands, Inc. cautions that any forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) contained in this press release involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements. Words such as “estimate,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “planned,” “potential” and any similar expressions may identify forward-looking statements. Risks associated with the following factors, among others, in some cases have affected and in the future could affect our financial performance and actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this press release:

 

  •   general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events;

 

  •   the seasonality of our business;

 

  •   the dependence on mall traffic and the availability of suitable store locations on appropriate terms;

 

  •   our ability to grow through new store openings and existing store remodels and expansions;

 

  •   our ability to successfully expand internationally and related risks;

 

  •   our relationships with independent franchise, license and wholesale partners;

 

  •   our direct channel businesses;

 

  •   our ability to protect our reputation and our brand images;

 

VICTORIA’S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com

  •   our ability to attract customers with marketing, advertising and promotional programs;

 

  •   our ability to protect our trade names, trademarks and patents;

 

  •   the highly competitive nature of the retail industry and the segments in which we operate;

 

  •   consumer acceptance of our products and our ability to keep up with fashion trends, develop new merchandise and launch new product lines successfully;

 

  •   our ability to source, distribute and sell goods and materials on a global basis, including risks related to:

 

  •   political instability, significant health hazards, environmental hazards or natural disasters;

 

  •   duties, taxes and other charges;

 

  •   legal and regulatory matters;

 

  •   volatility in currency exchange rates;

 

  •   local business practices and political issues;

 

  •   potential delays or disruptions in shipping and transportation and related pricing impacts;

 

  •   disruption due to labor disputes; and

 

  •   changing expectations regarding product safety due to new legislation;

 

  •   our geographic concentration of supplier and distribution facilities in central Ohio;

 

  •   fluctuations in foreign currency exchange rates;

 

  •   stock price volatility;

 

  •   our ability to pay dividends and related effects;

 

  •   our ability to maintain our credit rating;

 

  •   our ability to service or refinance our debt;

 

  •   our ability to retain key personnel;

 

  •   our ability to attract, develop and retain qualified employees and manage labor-related costs;

 

  •   the ability of our manufacturers to deliver products in a timely manner and meet quality standards and comply with applicable laws and regulations;

 

  •   fluctuations in product input costs;

 

  •   fluctuations in energy costs;

 

  •   increases in the costs of mailing, paper and printing;

 

  •   claims arising from our self-insurance;

 

  •   our ability to implement and maintain information technology systems and to protect associated data;

 

  •   our ability to maintain the security of customer, associate, supplier or company information;

 

  •   our ability to comply with regulatory requirements;

 

  •   legal and compliance matters; and

 

  •   tax matters.

We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release or to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our 2015 Annual Report on Form 10-K.

For further information, please contact:

 

Investor Relations

    Media Relations

Amie Preston

    Tammy Roberts Myers

(614) 415-6704

    (614) 415-7072

apreston@lb.com

    communications@lb.com

 

VICTORIA’S SECRET / BATH & BODY WORKS / PINK / LA SENZA / HENRI BENDEL

Three Limited Parkway Columbus, OH 43230 www.LB.com

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